Fortress Technologies Inc. Announces C$7.6 Million Bought-Deal Financing

/NOT FOR DISTRIBUTION TO U.S.NEWSWIRE SERVICES OR DISSEMINATION IN THE UNITED STATES/

TORONTO, Feb. 24, 2021 /CNW/ - Fortress Technologies Inc. ("Fortress" or the "Company") (TSXV: FORT), today announced it has entered into an agreement with Canaccord Genuity Corp. (the "Underwriter"), acting as lead underwriter and sole bookrunner, which has agreed to purchase, on a bought deal private placement basis, 12,000,000 units of the Company (the "Units") at a price of C$0.63 per Unit (the "Unit Price"), for aggregate gross proceeds of C$7.6 million (the "Offering").

Each Unit will be comprised of one common share in the capital of the Company (each a "Common Share") and one Common Share purchase warrant (each a "Warrant"). Each Warrant will be exercisable to acquire one Common Share (each a "Warrant Share") at a price of C$0.82 per Warrant Share at any time on or before the date which is 60 months after the closing date of the Offering.

The Company has agreed to grant the Underwriter an option to cover over-allotments, to purchase up to 4,000,000 additional Units at the Unit Price to raise additional gross proceeds of up to C$2.5 million (the "Over-Allotment Option").

The net proceeds of the Offering are expected to be used for the expansion of the Company's crypto-mining operations, growth related opportunities and general corporate purposes. It is expected that the Units will be offered to "accredited investors" in all of the provinces of Canada (other than the Province of Quebec) pursuant to National Instrument 45-106 – Prospectus Exempt Distributions and in the United States on a private placement basis pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended. The Units will be subject to a four-month hold period in Canada.

The Units have not been registered under the United States Securities Act of 1933, as amended, or applicable state securities laws, and the Units may not be offered or sold in the United States absent registration or an applicable exemption from such registration requirements.

The Offering is expected to close on or about the week of March 22, 2021, or such other date as agreed between the Company and the Underwriter. Closing of the Offering would be subject to certain conditions typical for a transaction of this nature and the receipt of all necessary regulatory approvals, including the approval of the TSX Venture Exchange.

In connection with the Offering, the Underwriter will receive on closing of the Offering a cash fee of 6.0% of the gross proceeds of the Offering, and broker warrants to acquire 6.0% of the number of Units sold under the Offering for a period of five years at an exercise price equal to the Unit Price.

This news release does not constitute an offer to sell or a solicitation of an offer to sell any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act") or any state securities laws and may not be offered or sold within the United States or to U.S. Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

About Fortress Technologies

Fortress Technologies Inc. (TSX-V: FORT) is a well-capitalized company operating a crypto-mining business and is currently evaluating emerging opportunities in technology sectors. Fortress is focused on developing projects where access to growth capital is highly valued.

Neither the TSX Venture Exchange nor its Regulation Service Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

Forward Looking Statements:

This news release contains certain "forward-looking information" within the meaning of applicable Canadian securities laws that are based on expectations, estimates and projections as at the date of this news release. The information in this release about future plans and objectives of the Company, are forward-looking information. Other forward-looking information includes but is not limited to information concerning: the intentions, plans and future actions of the Company, as well as the Company's ability to successfully mine digital currency, revenue increasing as currently anticipated, volatility in digital currency prices and the resulting significant negative impact on the Company's operations, the construction and operation of expanded blockchain infrastructure, and the regulatory environment of cryptocurrency in the United States and other jurisdictions where the Company may operate.

Any statements that involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions, future events or performance (often but not always using phrases such as "expects", or "does not expect", "is expected", "anticipates" or "does not anticipate", "plans", "budget", "scheduled", "forecasts", "estimates", "believes" or "intends" or variations of such words and phrases or stating that certain actions, events or results "may" or "could", "would", "might" or "will" be taken to occur or be achieved) are not statements of historical fact and may be forward-looking information and are intended to identify forward-looking information.

This forward-looking information is based on reasonable assumptions and estimates of management of the Company at the time it was made, and involves known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking information. Such factors include, among others: risk factors relating to the timely receipt of all regulatory and third party approvals for the Offering, including that of the TSX Venture Exchange, that the Offering may not close within the timeframe anticipated or at all or may not close on the terms and conditions currently anticipated by the Company for a number of reasons including, without limitation, as a result of issues arising that are subject to certain termination provisions agreed to with the Underwriter, settlement of definitive documentation, satisfaction of closing conditions; the status and impact of new electrical power rates and the status of deliberations by the Grant County Public Utility District; risks relating to the global economic climate; dilution; the Company's limited operating history; future capital needs and uncertainty of additional financing; the competitive nature of the industry; currency exchange risks; the need for the Company to manage its planned growth and expansion; the effects of product development and need for continued technology change; protection of proprietary rights; the effect of government regulation and compliance on the Company and the industry; network security risks; the ability of the Company to maintain properly working systems; reliance on key personnel; global economic and financial market deterioration impeding access to capital or increasing the cost of capital; volatile securities markets impacting security pricing unrelated to operating performance; and, no assurance that the Company will find a profitable undertaking to expand its business or that it can successfully conclude a purchase of such an undertaking at all or on terms which are commercially acceptable. In addition, particular factors which could impact future results of the business of the Company include but are not limited to: the impact of new electrical power rates which could impair profitability and operating performance; deliberations by the Grant County Public Utility District which could limit the ability of the Company to carry on business on a profitable basis or at all; the construction and operation of blockchain infrastructure may not occur as currently planned, or at all; the digital currency market; the ability to successfully mine digital currency; revenue may not increase as currently anticipated, or at all; it may not be possible to profitably liquidate the current digital currency inventory, or at all; a decline in digital currency prices may have a significant negative impact on operations; the volatility of digital currency prices; the anticipated growth and sustainability of hydroelectricity for the purposes of cryptocurrency mining in the Grant Count of the State of Washington, the ability to complete current and future financings, any regulations or laws that will prevent the Company from operating its business; historical prices of digital currencies and the ability to mine digital currencies that will be consistent with historical prices; an inability to predict and counteract the effects of COVID-19 on the business of the Company, including but not limited to the effects of COVID-19 on the price of digital currencies, capital market conditions, restriction on labour and international travel and supply chains; failure to identify beneficial business opportunities, failure to convert the potential in the pursued business opportunities to tangible benefits to the Company or its shareholders; and, there will be no regulation or law that will prevent the Company from operating its business. The Company has also assumed that no significant events occur outside of the Company's normal course of business. Although the Company has attempted to identify important factors that could cause actual results to differ materially, there may be other factors that cause results not to be as anticipated, estimated or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could differ materially from those anticipated in such statements. Accordingly, readers should not place undue reliance on forward-looking information. The Company undertakes no obligation to revise or update any forward-looking information other than as required by law. 

SOURCE Fortress Technologies Inc.

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